Common use of DELIVERY; RESCHEDULING AND CANCELLATION Clause in Contracts

DELIVERY; RESCHEDULING AND CANCELLATION. 11.1 Xxxxxxxxx shall make reasonable and diligent efforts to deliver Wafers on the delivery dates specified in the Product delivery schedule provided by Xxxxxxxxx pursuant to Paragraph 8. 1. Any shipment made within fifteen (15) days before or after the shipment date(s) specified in said Product delivery schedule shall constitute timely shipment. Partial shipments will be allowed and may be invoiced separately. A delivery will be considered conforming if it contains a quantity equal to plus five percent (5%) or minus twenty percent (20%) of the quantity ordered. 11.2 Except in the case of Level "S" wafers, which are non-cancellable, if Xxxxxxxxx has not made shipment of Products within fifteen (15) days after the shipment date specified in the Product delivery schedule provided by Xxxxxxxxx pursuant to Paragraph 8.1, National shall have the right, subject to Paragraph 20.2, to cancel that portion of its purchase order pertaining to such Products, but only in the event that National's customer for those Products has cancelled its order with National for such Products. Notwithstanding the foregoing, if Xxxxxxxxx has not made shipment of Products within thirty (30) days after the shipment date specified in the Product delivery schedule, National shall have the right, subject to Paragraph 20.2, in its sole discretion, to cancel that portion of its purchase order pertaining to such Products, regardless of whether National's customer has cancelled its order with National or not. In either event, any obligation of National under its Capacity Request and/or any commitment to Xxxxxxxxx under the Revenue Side Letter associated with such cancelled purchase order shall be discharged in full and National shall have no liability whatsoever to Xxxxxxxxx therefore. 11.3 All Wafers delivered pursuant to the terms of this Agreement shall be suitably packed for shipment in Xxxxxxxxx'x standard containers, marked for shipment to National's address set forth in the applicable purchase order and delivered to a carrier or forwarding agent chosen by National. Should National fail to designate a carrier, forwarding agent or type of conveyance, Xxxxxxxxx shall make such designation in conformance with its standard shipping practices. Shipment will be F.O.B. shipping point, at which time risk of loss and title shall pass to National. Shipments will be subject to incoming inspection as set forth in Paragraph 12.2 below. 11.4 To facilitate the inspection of Product deliveries to National, lot integrity shall be maintained on all such deliveries, unless specifically waived by mutual agreement of the Parties. 11.5 Subject to the provisions of Section 8 hereof, National may cancel any purchase order upon at least one (1) week's notice prior to the commencement of manufacturing without charge, provided that National reimburses Xxxxxxxxx for the cost of any unique raw materials purchased for such order. 11.6 National may request that Xxxxxxxxx stop production of Wafers in process for National's convenience and Xxxxxxxxx shall consider stopping depending on the point of process. In such event, National shall pay for all Wafers at the agreed price, subject to a negotiated adjustment based upon the degree of completion of the Wafers and whether or not Xxxxxxxxx is able to utilize the unfilled capacity. Xxxxxxxxx will, if reasonably practicable, restart production of stopped Wafers one time within a reasonable time after receipt of a written request from National, subject to National's payment of any additional expenses incurred. Sections 12, 13, and 14 of this Agreement shall not apply to Wafers stopped under this Paragraph 11.6 for more than thirty (30) days, nor shall Xxxxxxxxx make any commitments of yield with respect to such Wafers. 11.7 In the event that National elects to maintain an inventory of partially finished Wafers, ownership of the partially finished Wafers will pass to National when they reach the holding point defined by the relevant Process flow. Xxxxxxxxx will invoice National for such Wafers, but they will be stored under clean-room conditions and remain in the Wafer processing WIP management system. Xxxxxxxxx will inform National of the number and types of these Wafers remaining in inventory at the end of each fiscal period. Further, the electronic records and physical inventory shall be available for inspection by National at any time. Xxxxxxxxx shall credit National with the amount previously invoiced for any such Wafers at such time as they are restarted in the Process flow. 11.8 As of 12:01 A.M. on the Effective Date, National will own all Wafers located at the Facility which Xxxxxxxxx has commenced processing but which have not yet been completed in accordance with the pertinent Process flow. Unless expressly directed in writing by National otherwise, Xxxxxxxxx shall continue to process each Wafer to a normal state of completion in the applicable Wafer Module. National shall pay Xxxxxxxxx for the accumulated additional processing costs, plus a twenty-five percent (25%) xxxx up, for the additional processing taking place on and after the Effective Date. The provisions of Sections 12, 13, and 14 hereof shall specifically apply to all such Wafers.

DELIVERY; RESCHEDULING AND CANCELLATION. 11.1 10.1 Xxxxxxxxx shall make reasonable and diligent efforts to deliver Wafers assembled and/or tested Devices on the delivery dates specified in the Product delivery schedule provided by Xxxxxxxxx pursuant published to Paragraph 8. 1National. Any shipment made within fifteen (15) +/- 3 days before or after of the shipment date(s) specified in said Product delivery schedule published to National shall constitute timely shipment. Partial shipments will be allowed and may be invoiced separately. A delivery will be considered conforming if it contains a quantity equal to plus five percent (5%) or minus twenty percent (20%) of the quantity ordered., 11.2 Except in the case of Level "S" wafers, which are non-cancellable, if Xxxxxxxxx has not made shipment of Products within fifteen (15) days after the shipment date specified in the Product delivery schedule provided by Xxxxxxxxx pursuant to Paragraph 8.1, National shall have the right, subject to Paragraph 20.2, to cancel that portion of its purchase order pertaining to such Products, but only in the event that National's customer for those Products has cancelled its order with National for such Products. Notwithstanding the foregoing, if Xxxxxxxxx has not made shipment of Products within thirty (30) days after the shipment date specified in the Product delivery schedule, National shall have the right, subject to Paragraph 20.2, in its sole discretion, to cancel that portion of its purchase order pertaining to such Products, regardless of whether National's customer has cancelled its order with National or not. In either event, any obligation of National under its Capacity Request and/or any commitment to Xxxxxxxxx under the Revenue Side Letter associated with such cancelled purchase order shall be discharged in full and National shall have no liability whatsoever to Xxxxxxxxx therefore. 11.3 10.2 All Wafers Devices delivered pursuant to the terms of this Agreement shall be suitably packed for shipment in Xxxxxxxxx'x standard National's specified containers, marked for shipment to National's address set forth in the applicable purchase order and delivered to a carrier or forwarding agent chosen by National. Xxxxxxxxx shall not be responsible for delays in shipment resulting from National's failure to supply Xxxxxxxxx with an adequate supply of National's specified containers. Should National fail to designate a carrier, forwarding agent or type of conveyance, Xxxxxxxxx shall make such designation in conformance with its standard shipping practices. Shipment will be F.O.B. shipping point, at which time risk of loss and title shall pass to National. Shipments will be subject to incoming inspection as set forth in Paragraph 12.2 below6.1 above. 11.4 To facilitate the inspection 10.3 National may, with Xxxxxxxxx'x prior written consent, reschedule delivery of Product deliveries to National, lot integrity shall be maintained on all such deliveries, unless specifically waived by mutual agreement any order of the Partiesassembled and/or tested Devices once each fiscal period. 11.5 10.4 Subject to the provisions of Section 8 7 hereof, National may cancel any purchase order upon at least one two (12) week's notice weeks prior to the commencement of manufacturing work by Xxxxxxxxx without charge, provided that National reimburses Xxxxxxxxx for the cost of any unique raw materials purchased for after such orderpurchase order has been placed, and provided further that Xxxxxxxxx had provided National with a listing of materials it considers unique. 11.6 National may request that Xxxxxxxxx stop production of Wafers in process for National's convenience and Xxxxxxxxx shall consider stopping depending on the point of process. In such event, National shall pay for all Wafers at the agreed price, subject to a negotiated adjustment based upon the degree of completion of the Wafers and whether or not Xxxxxxxxx is able to utilize the unfilled capacity. Xxxxxxxxx will, if reasonably practicable, restart production of stopped Wafers one time within a reasonable time after receipt of a written request from National, subject to National's payment of any additional expenses incurred. Sections 12, 13, and 14 of this Agreement shall not apply to Wafers stopped under this Paragraph 11.6 for more than thirty (30) days, nor shall Xxxxxxxxx make any commitments of yield with respect to such Wafers. 11.7 In the event that National elects to maintain an inventory of partially finished Wafers, ownership of the partially finished Wafers will pass to National when they reach the holding point defined by the relevant Process flow. Xxxxxxxxx will invoice National for such Wafers, but they will be stored under clean-room conditions and remain in the Wafer processing WIP management system. Xxxxxxxxx will inform National of the number and types of these Wafers remaining in inventory at the end of each fiscal period. Further, the electronic records and physical inventory shall be available for inspection by National at any time. Xxxxxxxxx shall credit National with the amount previously invoiced for any such Wafers at such time as they are restarted in the Process flow. 11.8 10.5 As of 12:01 A.M. on the Effective Date, National will own consign to Xxxxxxxxx all Wafers Devices located at the Facility Facilities upon which Xxxxxxxxx has National had previously commenced processing services but which have not yet been completed completed, which Devices are termed work in accordance with process in the pertinent Process flowPurchase Agreement and which are not purchased by Xxxxxxxxx thereunder. Unless expressly directed in writing by National otherwise, Xxxxxxxxx shall continue commence performing services hereunder to process each Wafer bring such Devices to a normal state of completion in the applicable Wafer Modulecompletion. National shall pay Xxxxxxxxx for the accumulated additional processing costs, plus a twenty-five percent (25%) xxxx up, for the additional processing taking place on and after the Effective Date. The provisions of Sections 12, 13, and 14 hereof shall specifically apply to all such Wafers.percent

DELIVERY; RESCHEDULING AND CANCELLATION. 11.1 10.1 Xxxxxxxxx shall make reasonable and diligent efforts to deliver Wafers assembled and/or tested Devices on the delivery dates specified in the Product delivery schedule provided by Xxxxxxxxx pursuant published to Paragraph 8. 1National. Any shipment made within fifteen (15) +/- 3 days before or after of the shipment date(s) specified in said Product delivery schedule published to National shall constitute timely shipment. Partial shipments will be allowed and may be invoiced separately. A delivery will be considered conforming if it contains a quantity equal to plus five percent (5%) or minus twenty percent (20%) of the quantity ordered., 11.2 Except in the case of Level "S" wafers, which are non-cancellable, if Xxxxxxxxx has not made shipment of Products within fifteen (15) days after the shipment date specified in the Product delivery schedule provided by Xxxxxxxxx pursuant to Paragraph 8.1, National shall have the right, subject to Paragraph 20.2, to cancel that portion of its purchase order pertaining to such Products, but only in the event that National's customer for those Products has cancelled its order with National for such Products. Notwithstanding the foregoing, if Xxxxxxxxx has not made shipment of Products within thirty (30) days after the shipment date specified in the Product delivery schedule, National shall have the right, subject to Paragraph 20.2, in its sole discretion, to cancel that portion of its purchase order pertaining to such Products, regardless of whether National's customer has cancelled its order with National or not. In either event, any obligation of National under its Capacity Request and/or any commitment to Xxxxxxxxx under the Revenue Side Letter associated with such cancelled purchase order shall be discharged in full and National shall have no liability whatsoever to Xxxxxxxxx therefore. 11.3 10.2 All Wafers Devices delivered pursuant to the terms of this Agreement shall be suitably packed for shipment in Xxxxxxxxx'x standard National's specified containers, marked for shipment to National's address set forth in the applicable purchase order and delivered to a carrier or forwarding agent chosen by National. Xxxxxxxxx shall not be responsible for delays in shipment resulting from National's failure to supply Xxxxxxxxx with an adequate supply of National's specified containers. Should National fail to designate a carrier, forwarding agent or type of conveyance, Xxxxxxxxx shall make such designation in conformance with its standard shipping practices. Shipment will be F.O.B. shipping point, at which time risk of loss and title shall pass to National. Shipments will be subject to incoming inspection as set forth in Paragraph 12.2 below6.1 above. 11.4 To facilitate the inspection 10.3 National may, with Xxxxxxxxx'x prior written consent, reschedule delivery of Product deliveries to National, lot integrity shall be maintained on all such deliveries, unless specifically waived by mutual agreement any order of the Partiesassembled and/or tested Devices once each fiscal period. 11.5 10.4 Subject to the provisions of Section 8 7 hereof, National may cancel any purchase order upon at least one two (12) week's notice weeks prior to the commencement of manufacturing work by Xxxxxxxxx without charge, provided that National reimburses Xxxxxxxxx for the cost of any unique raw materials purchased for after such orderpurchase order has been placed, and provided further that Xxxxxxxxx had provided National with a listing of materials it considers unique. 11.6 National may request that Xxxxxxxxx stop production of Wafers in process for National's convenience and Xxxxxxxxx shall consider stopping depending on the point of process. In such event, National shall pay for all Wafers at the agreed price, subject to a negotiated adjustment based upon the degree of completion of the Wafers and whether or not Xxxxxxxxx is able to utilize the unfilled capacity. Xxxxxxxxx will, if reasonably practicable, restart production of stopped Wafers one time within a reasonable time after receipt of a written request from National, subject to National's payment of any additional expenses incurred. Sections 12, 13, and 14 of this Agreement shall not apply to Wafers stopped under this Paragraph 11.6 for more than thirty (30) days, nor shall Xxxxxxxxx make any commitments of yield with respect to such Wafers. 11.7 In the event that National elects to maintain an inventory of partially finished Wafers, ownership of the partially finished Wafers will pass to National when they reach the holding point defined by the relevant Process flow. Xxxxxxxxx will invoice National for such Wafers, but they will be stored under clean-room conditions and remain in the Wafer processing WIP management system. Xxxxxxxxx will inform National of the number and types of these Wafers remaining in inventory at the end of each fiscal period. Further, the electronic records and physical inventory shall be available for inspection by National at any time. Xxxxxxxxx shall credit National with the amount previously invoiced for any such Wafers at such time as they are restarted in the Process flow. 11.8 10.5 As of 12:01 A.M. on the Effective Date, National will own consign to Xxxxxxxxx all Wafers Devices located at the Facility Facilities upon which Xxxxxxxxx has National had previously commenced processing services but which have not yet been completed completed, which Devices are termed work in accordance with process in the pertinent Process flowPurchase Agreement and which are not purchased by Xxxxxxxxx thereunder. Unless expressly directed in writing by National otherwise, Xxxxxxxxx shall continue commence performing services hereunder to process each Wafer bring such Devices to a normal state of completion in the applicable Wafer Modulecompletion. National shall pay Xxxxxxxxx for the accumulated additional processing costs, plus a twenty-five percent (25%) xxxx up, for the additional processing servicing taking place on and after the Effective Date. The provisions of Sections 12, 13, 6 and 14 11 hereof shall specifically apply to all such WafersDevices.

DELIVERY; RESCHEDULING AND CANCELLATION. 11.1 9.1 Xxxxxxxxx shall make reasonable and diligent efforts to deliver Wafers on the delivery dates specified in the Product delivery schedule provided by Xxxxxxxxx pursuant to Paragraph 8. 16.1. Any shipment made within fifteen (15) days before or after the shipment date(s) specified in said Product delivery schedule shall constitute timely shipment. Partial shipments will be allowed and may be invoiced separately. A delivery will be considered conforming if it contains a quantity equal to plus or minus five percent (5%) or minus twenty percent (20%) of the quantity ordered. 11.2 Except in the case of Level "S" wafers, which are non-cancellable, if 9.2 If Xxxxxxxxx has not made shipment of Products within fifteen (15) days after the shipment date specified in the Product delivery schedule provided by Xxxxxxxxx pursuant to Paragraph 8.16.1, National shall have the right, subject to Paragraph 20.219.2, to cancel that portion of its purchase order pertaining to such Products, but only in the event that National's customer for those Products has cancelled its order with National for such Products. Notwithstanding the foregoing, if Xxxxxxxxx has not made shipment of Products within thirty (30) days after the shipment date specified in the Product delivery schedule, National shall have the right, subject to Paragraph 20.219.2, in its sole discretion, to cancel that portion of its purchase order pertaining to such Products, regardless of whether National's customer has cancelled its order with National or not. In either event, any obligation of National under its Capacity Request and/or any commitment to Xxxxxxxxx under the Revenue Side Letter associated with such cancelled purchase order shall be discharged in full and National shall have no liability whatsoever to Xxxxxxxxx therefore. 11.3 9.3 All Wafers delivered pursuant to the terms of this Agreement shall be suitably suitable, packed for shipment in Xxxxxxxxx'x standard containers, marked for shipment to National's address set forth in the applicable purchase order and delivered to a carrier or forwarding agent chosen by National. Should National fail to designate a carrier, forwarding agent or type of conveyance, Xxxxxxxxx shall make such designation in conformance with its standard shipping practices. Shipment will be F.O.B. shipping point, at which time risk of loss and title shall pass to National. Shipments will be subject to incoming inspection as set forth in Paragraph 12.2 10.2 below. 11.4 9.4 To facilitate the inspection of Product deliveries to National, lot integrity shall be maintained on all such deliveries, unless specifically waived by mutual agreement of the Parties. 11.5 9.5 Subject to the provisions of Section 8 hereof6, National may cancel any purchase order upon at least one (1) week's notice prior to the commencement of manufacturing without charge, provided that National reimburses Xxxxxxxxx for the cost of any unique raw materials purchased for such order. 11.6 9.6 National may request that Xxxxxxxxx stop production of Wafers in process for National's convenience and Xxxxxxxxx shall consider stopping depending on the point of process. In such event, National shall pay for all Wafers at the agreed price, subject to a negotiated adjustment based upon the degree of completion of the Wafers and whether or not Xxxxxxxxx is able to utilize the unfilled capacity. Xxxxxxxxx will, if reasonably practicable, restart production of stopped Wafers one time within a reasonable time after receipt of a written request from National, subject to National's payment of any additional expenses incurred. Sections 1210, 13, 11 and 14 12 of this Agreement shall not apply to Wafers stopped under this Paragraph 11.6 9.6 for more than thirty (30) days, nor shall Xxxxxxxxx make any commitments of yield with respect to such Wafers. 11.7 9.7 In the event that National elects to maintain an inventory of partially finished Wafers, ownership of the partially finished Wafers will pass to National when they reach the holding point defined by the relevant Process flow. Xxxxxxxxx will invoice National for such Wafers, but they will be stored under clean-room conditions and remain in the Wafer processing WIP management system. Xxxxxxxxx will inform National of the number and types of these Wafers remaining in inventory at the end of each fiscal period. Further, the electronic records and physical inventory shall be available for inspection by National at any time. Xxxxxxxxx shall credit National with the amount previously invoiced for any such Wafers at such time as they are restarted in the Process flow. 11.8 As of 12:01 A.M. on the Effective Date, National will own all Wafers located at the Facility which Xxxxxxxxx has commenced processing but which have not yet been completed in accordance with the pertinent Process flow. Unless expressly directed in writing by National otherwise, Xxxxxxxxx shall continue to process each Wafer to a normal state of completion in the applicable Wafer Module. National shall pay Xxxxxxxxx for the accumulated additional processing costs, plus a twenty-five percent (25%) xxxx up, for the additional processing taking place on and after the Effective Date. The provisions of Sections 12, 13, and 14 hereof shall specifically apply to all such Wafers.

DELIVERY; RESCHEDULING AND CANCELLATION. 11.1 Xxxxxxxxx shall make reasonable and diligent efforts to deliver Wafers on the delivery dates specified in the Product delivery schedule provided by Xxxxxxxxx pursuant to Paragraph 8. 18.1. Any shipment made within fifteen (15) days before or after the shipment date(s) specified in said Product delivery schedule shall constitute timely shipment. Partial shipments will be allowed and may be invoiced separately. A delivery will be considered conforming if it contains a quantity equal to plus five percent (5%) or minus twenty percent (20%) of the quantity ordered. 11.2 Except in the case of Level "S" wafers, which are non-cancellable, if Xxxxxxxxx has not made shipment of Products within fifteen (15) days after the shipment date specified in the Product delivery schedule provided by Xxxxxxxxx pursuant to Paragraph 8.1, National shall have the right, subject to Paragraph 20.2, to cancel that portion of its purchase order pertaining to such Products, but only in the event that National's customer for those Products has cancelled its order with National for such Products. Notwithstanding the foregoing, if Xxxxxxxxx has not made shipment of Products within thirty (30) days after the shipment date specified in the Product delivery schedule, National shall have the right, subject to Paragraph 20.2, in its sole discretion, to cancel that portion of its purchase order pertaining to such Products, regardless of whether National's customer has cancelled its order with National or not. In either event, any obligation of National under its Capacity Request and/or any commitment to Xxxxxxxxx under the Revenue Side Letter associated with such cancelled purchase order shall be discharged in full and National shall have no liability whatsoever to Xxxxxxxxx therefore. 11.3 All Wafers delivered pursuant to the terms of this Agreement shall be suitably packed for shipment in Xxxxxxxxx'x standard containers, marked for shipment to National's address set forth in the applicable purchase order and delivered to a carrier or forwarding agent chosen by National. Should National fail to designate a carrier, forwarding agent or type of conveyance, Xxxxxxxxx shall make such designation in conformance with its standard shipping practices. Shipment will be F.O.B. shipping point, at which time risk of loss and title shall pass to National. Shipments will be subject to incoming inspection as set forth in Paragraph 12.2 below. 11.4 To facilitate the inspection of Product deliveries to National, lot integrity shall be maintained on all such deliveries, unless specifically waived by mutual agreement of the Parties. 11.5 Subject to the provisions of Section 8 hereof, National may cancel any purchase order upon at least one (1) week's notice prior to the commencement of manufacturing without charge, provided that National reimburses Xxxxxxxxx for the cost of any unique raw materials purchased for such order. 11.6 National may request that Xxxxxxxxx stop production of Wafers in process for National's convenience and Xxxxxxxxx shall consider stopping depending on the point of process. In such event, National shall pay for all Wafers at the agreed price, subject to a negotiated adjustment based upon the degree of completion of the Wafers and whether or not Xxxxxxxxx is able to utilize the unfilled capacity. Xxxxxxxxx will, if reasonably practicable, restart production of stopped Wafers one time within a reasonable time after receipt of a written request from National, subject to National's payment of any additional expenses incurred. Sections 12, 13, and 14 of this Agreement shall not apply to Wafers stopped under this Paragraph 11.6 for more than thirty (30) days, nor shall Xxxxxxxxx make any commitments of yield with respect to such Wafers. 11.7 In the event that National elects to maintain an inventory of partially finished Wafers, ownership of the partially finished Wafers will pass to National when they reach the holding point defined by the relevant Process flow. Xxxxxxxxx will invoice National for such Wafers, but they will be stored under clean-room conditions and remain in the Wafer processing WIP management system. Xxxxxxxxx will inform National of the number and types of these Wafers remaining in inventory at the end of each fiscal period. Further, the electronic records and physical inventory shall be available for inspection by National at any time. Xxxxxxxxx shall credit National with the amount previously invoiced for any such Wafers at such time as they are restarted in the Process flow. 11.8 As of 12:01 A.M. on the Effective Date, National will own all Wafers located at the Facility which Xxxxxxxxx has commenced processing but which have not yet been completed in accordance with the pertinent Process flow. Unless expressly directed in writing by National otherwise, Xxxxxxxxx shall continue to process each Wafer to a normal state of completion in the applicable Wafer Module. National shall pay Xxxxxxxxx for the accumulated additional processing costs, plus a twenty-five percent (25%) xxxx up, for the additional processing taking place on and after the Effective Date. The provisions of Sections 12, 13, and 14 hereof shall specifically apply to all such Wafers.

DELIVERY; RESCHEDULING AND CANCELLATION. 11.1 Xxxxxxxxx 8.1 National shall make reasonable and diligent efforts to deliver Wafers on the delivery dates specified in the Product delivery schedule provided by Xxxxxxxxx National pursuant to Paragraph 8. 15.1. Any shipment made within fifteen (15) days before or after the shipment date(s) specified in said Product delivery schedule shall constitute timely shipment. Partial shipments will be allowed and may be invoiced separately. A delivery will be considered conforming if it contains a quantity equal to plus or minus five percent (5%) or minus twenty percent (20%) of the quantity ordered. 11.2 Except in the case of Level "S" wafers, which are non-cancellable, if Xxxxxxxxx 8.2 If National has not made shipment of Products within fifteen (15) days after the shipment date specified in the Product delivery schedule provided by Xxxxxxxxx National pursuant to Paragraph 8.15.1, National Xxxxxxxxx shall have the right, subject to Paragraph 20.218.2, to cancel that portion of its purchase order pertaining to such Products, but only in the event that National's Xxxxxxxxx'x customer for those Products has cancelled its order with National Xxxxxxxxx for such Products. Notwithstanding the foregoing, if Xxxxxxxxx National has not made shipment of Products within thirty (30) days after the shipment date specified in the Product delivery schedule, National Xxxxxxxxx shall have the right, subject to Paragraph 20.218.2, in its sole discretion, to cancel that portion of its purchase order pertaining to such Products, regardless of whether National's Xxxxxxxxx'x customer has cancelled its order with National Xxxxxxxxx or not. In either event, any obligation of National under its Capacity Request and/or any commitment to Xxxxxxxxx under the Revenue Side Letter associated with such cancelled purchase order shall be discharged in full and National shall have no liability whatsoever to Xxxxxxxxx therefore. 11.3 8.3 All Wafers delivered pursuant to the terms of this Agreement shall be suitably packed for shipment in Xxxxxxxxx'x National's standard containers, marked for shipment to National's Xxxxxxxxx'x address set forth in the applicable purchase order and delivered to a carrier or forwarding agent chosen by NationalXxxxxxxxx. Should National Xxxxxxxxx fail to designate a carrier, forwarding agent or type of conveyance, Xxxxxxxxx National shall make such designation in conformance with its standard shipping practices. Shipment will be F.O.B. shipping point, at which time risk of loss and title shall pass to NationalXxxxxxxxx. Shipments will be subject to incoming inspection as set forth in Paragraph 12.2 9.2 below. 11.4 8.4 To facilitate the inspection of Product deliveries to NationalXxxxxxxxx, lot integrity shall be maintained on all such deliveries, unless specifically waived by mutual agreement of the Parties. 11.5 8.5 Subject to the provisions of Section 8 5 hereof, National Xxxxxxxxx may cancel any purchase order upon at least one (1) week's notice prior to the commencement of manufacturing without with- out charge, provided that Xxxxxxxxx reimburses National reimburses Xxxxxxxxx for the cost of any unique raw materials purchased for such order. 11.6 National 8.6 Xxxxxxxxx may request that Xxxxxxxxx National stop production of Wafers in process for National's Xxxxxxxxx'x convenience and Xxxxxxxxx shall National will consider stopping depending on the point of process. In such event, National Xxxxxxxxx shall pay for all Wafers at the agreed price, subject to a negotiated adjustment based upon the degree of completion of the Wafers and whether or not Xxxxxxxxx National is able to utilize the unfilled capacity. Xxxxxxxxx National will, if reasonably practicable, restart production of stopped Wafers one time within a reasonable time after receipt of a written request from NationalXxxxxxxxx, subject to National's Xxxxxxxxx'x payment of any additional expenses incurred. Sections 129, 13, 10 and 14 11 of this Agreement shall not apply to Wafers stopped under this Paragraph 11.6 8.6 for more than thirty (30) days, nor shall Xxxxxxxxx National make any commitments of yield with respect to such Wafers. 11.7 8.7 In the event that National Xxxxxxxxx elects to maintain an inventory of partially finished Wafers, ownership of the partially finished Wafers will pass to National Xxxxxxxxx when they reach the holding point defined by the relevant Process flow. Xxxxxxxxx National will invoice National Xxxxxxxxx for such Wafers, but they will be stored under clean-room conditions and remain in the Wafer processing WIP management system. Xxxxxxxxx National will inform National Xxxxxxxxx of the number and types of these Wafers remaining in inventory at the end of each fiscal period. Further, the electronic records and physical inventory shall be available for inspection by National Fairchild at any time. Xxxxxxxxx National shall credit National Fairchild with the amount previously invoiced for any such Wafers at such time as they are restarted in the Process flow. 11.8 As of 12:01 A.M. on the Effective Date, National will own all Wafers located at the Facility which Xxxxxxxxx has commenced processing but which have not yet been completed in accordance with the pertinent Process flow. Unless expressly directed in writing by National otherwise, Xxxxxxxxx shall continue to process each Wafer to a normal state of completion in the applicable Wafer Module. National shall pay Xxxxxxxxx for the accumulated additional processing costs, plus a twenty-five percent (25%) xxxx up, for the additional processing taking place on and after the Effective Date. The provisions of Sections 12, 13, and 14 hereof shall specifically apply to all such Wafers.

DELIVERY; RESCHEDULING AND CANCELLATION. 11.1 Xxxxxxxxx 8.1 National shall make reasonable and diligent efforts to deliver Wafers on the delivery dates specified in the Product delivery schedule provided by Xxxxxxxxx National pursuant to Paragraph 8. 15.1. Any shipment made within fifteen (15) days before or after the shipment date(s) specified in said Product delivery schedule shall constitute timely shipment. Partial shipments will be allowed and may be invoiced separately. A delivery will be considered conforming if it contains a quantity equal to plus or minus five percent (5%) or minus twenty percent (20%) of the quantity ordered. 11.2 Except in the case of Level "S" wafers, which are non-cancellable, if Xxxxxxxxx 8.2 If National has not made shipment of Products within fifteen (15) days after the shipment date specified in the Product delivery schedule provided by Xxxxxxxxx National pursuant to Paragraph 8.15.1, National Xxxxxxxxx shall have the right, subject to Paragraph 20.218.2, to cancel that portion of its purchase order pertaining to such Products, but only in the event that National's Xxxxxxxxx'x customer for those Products has cancelled its order with National Xxxxxxxxx for such Products. Notwithstanding the foregoing, if Xxxxxxxxx National has not made shipment of Products within thirty (30) days after the shipment date specified in the Product delivery schedule, National Xxxxxxxxx shall have the right, subject to Paragraph 20.218.2, in its sole discretion, to cancel that portion of its purchase order pertaining to such Products, regardless of whether National's Xxxxxxxxx'x customer has cancelled its order with National Xxxxxxxxx or not. In either event, any obligation of National under its Capacity Request and/or any commitment to Xxxxxxxxx under the Revenue Side Letter associated with such cancelled purchase order shall be discharged in full and National shall have no liability whatsoever to Xxxxxxxxx therefore. 11.3 8.3 All Wafers delivered pursuant to the terms of this Agreement shall be suitably packed for shipment in Xxxxxxxxx'x National's standard containers, marked for shipment to National's Xxxxxxxxx'x address set forth in the applicable purchase order and delivered to a carrier or forwarding agent chosen by NationalXxxxxxxxx. Should National Xxxxxxxxx fail to designate a carrier, forwarding agent or type of conveyance, Xxxxxxxxx National shall make such designation in conformance with its standard shipping practices. Shipment will be F.O.B. shipping point, at which time risk of loss and title shall pass to NationalXxxxxxxxx. Shipments will be subject to incoming inspection as set forth in Paragraph 12.2 9.2 below. 11.4 8.4 To facilitate the inspection of Product deliveries to NationalXxxxxxxxx, lot integrity shall be maintained on all such deliveries, unless specifically waived by mutual agreement of the Parties. 11.5 8.5 Subject to the provisions of Section 8 5 hereof, National Xxxxxxxxx may cancel any purchase order upon at least one (1) week's notice prior to the commencement of manufacturing without charge, provided that Xxxxxxxxx reimburses National reimburses Xxxxxxxxx for the cost of any unique raw materials purchased for such order. 11.6 National 8.6 Xxxxxxxxx may request that Xxxxxxxxx National stop production of Wafers in process for National's Xxxxxxxxx'x convenience and Xxxxxxxxx shall National will consider stopping depending on the point of process. In such event, National Xxxxxxxxx shall pay for all Wafers at the agreed price, subject to a negotiated adjustment based upon the degree of completion of the Wafers and whether or not Xxxxxxxxx National is able to utilize the unfilled capacity. Xxxxxxxxx National will, if reasonably practicable, restart production of stopped Wafers one time within a reasonable time after receipt of a written request from NationalXxxxxxxxx, subject to National's Xxxxxxxxx'x payment of any additional expenses incurred. Sections 129, 13, 10 and 14 11 of this Agreement shall not apply to Wafers stopped under this Paragraph 11.6 8.6 for more than thirty (30) days, nor shall Xxxxxxxxx National make any commitments of yield with respect to such Wafers. 11.7 8.7 In the event that National Xxxxxxxxx elects to maintain an inventory of partially finished Wafers, ownership of the partially finished Wafers will pass to National Xxxxxxxxx when they reach the holding point defined by the relevant Process flow. Xxxxxxxxx National will invoice National Xxxxxxxxx for such Wafers, but they will be stored under clean-room conditions and remain in the Wafer processing WIP management system. Xxxxxxxxx National will inform National Xxxxxxxxx of the number and types of these Wafers remaining in inventory at the end of each fiscal period. Further, the electronic records and physical inventory shall be available for inspection by National Fairchild at any time. Xxxxxxxxx National shall credit National Fairchild with the amount previously invoiced for any such Wafers at such time as they are restarted in the Process flow. 11.8 As of 12:01 A.M. on the Effective Date, National will own all Wafers located at the Facility which Xxxxxxxxx has commenced processing but which have not yet been completed in accordance with the pertinent Process flow. Unless expressly directed in writing by National otherwise, Xxxxxxxxx shall continue to process each Wafer to a normal state of completion in the applicable Wafer Module. National shall pay Xxxxxxxxx for the accumulated additional processing costs, plus a twenty-five percent (25%) xxxx up, for the additional processing taking place on and after the Effective Date. The provisions of Sections 12, 13, and 14 hereof shall specifically apply to all such Wafers.

DELIVERY; RESCHEDULING AND CANCELLATION. 11.1 9.1 Xxxxxxxxx shall make reasonable and diligent efforts to deliver Wafers on the delivery dates specified in the Product delivery schedule provided by Xxxxxxxxx pursuant to Paragraph 86. 1. Any shipment made within fifteen (15) days before or after the shipment date(s) specified in said Product delivery schedule shall constitute timely shipment. Partial shipments will be allowed and may be invoiced separately. A delivery will be considered conforming if it contains a quantity equal to plus or minus five percent (5%) or minus twenty percent (20%) of the quantity ordered. 11.2 Except in the case of Level "S" wafers, which are non-cancellable, if 9.2 If Xxxxxxxxx has not made shipment of Products within fifteen (15) days after the shipment date specified in the Product delivery schedule provided by Xxxxxxxxx pursuant to Paragraph 8.16.1, National shall have the right, subject to Paragraph 20.219.2, to cancel that portion of its purchase order pertaining to such Products, but only in the event that National's customer for those Products has cancelled its order with National for such Products. Notwithstanding the foregoing, if Xxxxxxxxx has not made shipment of Products within thirty (30) days after the shipment date specified in the Product delivery schedule, National shall have the right, subject to Paragraph 20.219.2, in its sole discretion, to cancel that portion of its purchase order pertaining to such Products, regardless of whether National's customer has cancelled its order with National or not. In either event, any obligation of National under its Capacity Request and/or any commitment to Xxxxxxxxx under the Revenue Side Letter associated with such cancelled purchase order shall be discharged in full and National shall have no liability whatsoever to Xxxxxxxxx therefore. 11.3 9.3 All Wafers delivered pursuant to the terms of this Agreement shall be suitably suitable, packed for shipment in Xxxxxxxxx'x standard containers, marked for shipment to National's address set forth in the applicable purchase order and delivered to a carrier or forwarding agent chosen by National. Should National fail to designate a carrier, forwarding agent or type of conveyance, Xxxxxxxxx shall make such designation in conformance with its standard shipping practices. Shipment will be F.O.B. shipping point, at which time risk of loss and title shall pass to National. Shipments will be subject to incoming inspection as set forth in Paragraph 12.2 10.2 below. 11.4 9.4 To facilitate the inspection of Product deliveries to National, lot integrity shall be maintained on all such deliveries, unless specifically waived by mutual agreement of the Parties. 11.5 9.5 Subject to the provisions of Section 8 hereof6, National may cancel any purchase order upon at least one (1) week's notice prior to the commencement of manufacturing without charge, provided that National reimburses Xxxxxxxxx for the cost of any unique raw materials purchased for such order. 11.6 9.6 National may request that Xxxxxxxxx stop production of Wafers in process for National's convenience and Xxxxxxxxx shall consider stopping depending on the point of process. In such event, National shall pay for all Wafers at the agreed price, subject to a negotiated adjustment based upon the degree of completion of the Wafers and whether or not Xxxxxxxxx is able to utilize the unfilled capacity. Xxxxxxxxx will, if reasonably practicable, restart production of stopped Wafers one time within a reasonable time after receipt of a written request from National, subject to National's payment of any additional expenses incurred. Sections 1210, 13, 11 and 14 12 of this Agreement shall not apply to Wafers stopped under this Paragraph 11.6 9.6 for more than thirty (30) days, nor shall Xxxxxxxxx make any commitments of yield with respect to such Wafers. 11.7 9.7 In the event that National elects to maintain an inventory of partially finished Wafers, ownership of the partially finished Wafers will pass to National when they reach the holding point defined by the relevant Process flow. Xxxxxxxxx will invoice National for such Wafers, but they will be stored under clean-room conditions and remain in the Wafer processing WIP management system. Xxxxxxxxx will inform National of the number and types of these Wafers remaining in inventory at the end of each fiscal period. Further, the electronic records and physical inventory shall be available for inspection by National at any time. Xxxxxxxxx shall credit National with the amount previously invoiced for any such Wafers at such time as they are restarted in the Process flow. 11.8 9.8 As of 12:01 A.M. on the Effective Date, National will own all Wafers located at the Facility Facilities which Xxxxxxxxx has commenced processing but which have not yet been completed in accordance with the pertinent Process flow. Unless expressly directed in writing by National otherwise, Xxxxxxxxx shall continue to process each Wafer to a normal state of completion in the applicable Wafer Module. National shall pay Xxxxxxxxx for the accumulated additional processing costs, plus a twenty-five percent (25%) xxxx up, for the additional processing taking place on and after the Effective Date. The provisions of Sections 1210, 13, 11 and 14 12 hereof shall specifically apply to all such Wafers.